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STOCK-BASED COMPENSATION
12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION

NOTE 11 – STOCK-BASED COMPENSATION

On June 10, 2022, the Board of Directors of FCPT adopted, and FCPT’s stockholders approved, the Amended and Restated Four Corners Property Trust, Inc. 2015 Omnibus Incentive Plan (the “Amended Plan”) to, among other things, increase the maximum number of shares of our common stock reserved for issuance under the 2015 Plan by 1,500,000 shares to 3,600,000 shares.

At December 31, 2024, 1,431,588 shares of common stock were available for award under the Plan. The unamortized compensation cost of awards issued under the Incentive Plan totaled $8.2 million at December 31, 2024 as shown in the following table.

Equity Compensation Costs by Award Type

 

(In thousands)

 

Restricted Stock Units

 

 

Restricted Stock Awards

 

 

Performance Stock Units

 

 

Total

 

Unrecognized compensation cost at January 1, 2024

 

$

1,672

 

 

$

3,142

 

 

$

2,648

 

 

$

7,462

 

Equity grants

 

 

1,974

 

 

 

3,339

 

 

 

3,064

 

 

 

8,377

 

Equity grant forfeitures

 

 

(322

)

 

 

(274

)

 

 

(100

)

 

 

(696

)

Equity compensation expense

 

 

(1,463

)

 

 

(3,078

)

 

 

(2,446

)

 

 

(6,987

)

Unrecognized Compensation Cost at December 31, 2024

 

$

1,861

 

 

$

3,129

 

 

$

3,166

 

 

$

8,156

 

 

At December 31, 2024, the weighted average amortization period remaining for all of our equity awards was 1.8 years.

Restricted Stock Units

RSUs are granted at a value equal to the five-day average closing market price of our common stock on the date of grant and are settled in stock at the end of their vesting periods, which range between one and five years, at the then market price of our common stock.

The following table summarizes the activities related to RSUs.

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

 

Units

 

 

Weighted
Average
Grant Date
Fair Value

 

 

Units

 

 

Weighted
Average
Grant Date
Fair Value

 

 

Units

 

 

Weighted
Average
Grant Date
Fair Value

 

Outstanding at beginning of period

 

 

191,081

 

 

$

26.83

 

 

 

206,786

 

 

$

26.60

 

 

 

159,524

 

 

$

26.53

 

Units granted

 

 

80,997

 

 

 

24.39

 

 

 

53,238

 

 

 

27.00

 

 

 

77,424

 

 

 

26.87

 

Units vested

 

 

(16,621

)

 

 

26.78

 

 

 

(68,943

)

 

 

26.28

 

 

 

(22,635

)

 

 

27.08

 

Units forfeited

 

 

(11,772

)

 

 

27.37

 

 

 

 

 

 

 

 

 

(7,527

)

 

 

26.57

 

Outstanding at End of Period

 

 

243,685

 

 

 

26.00

 

 

 

191,081

 

 

 

26.83

 

 

 

206,786

 

 

 

26.60

 

 

Expenses related to RSUs were $1.5 million, $1.9 million, and $1.6 million for the years ended December 31, 2024, 2023, and 2022, respectively. Remaining unrecognized compensation cost related to RSU will be recognized over a weighted average period of less than five years. Restrictions on shares of restricted stock outstanding lapse through 2029. The Company expects all RSUs to vest.

Restricted Stock Awards

The following table summarizes the activities related to RSAs.

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

 

Units

 

 

Weighted
Average
Grant Date
Fair Value

 

 

Units

 

 

Weighted
Average
Grant Date
Fair Value

 

 

Units

 

 

Weighted
Average
Grant Date
Fair Value

 

Outstanding at beginning of period

 

 

198,636

 

 

$

27.67

 

 

 

157,030

 

 

$

27.25

 

 

 

113,695

 

 

$

27.58

 

Units granted

 

 

137,983

 

 

 

24.14

 

 

 

128,852

 

 

 

28.14

 

 

 

119,471

 

 

 

26.99

 

Units vested

 

 

(100,447

)

 

 

27.31

 

 

 

(86,213

)

 

 

27.61

 

 

 

(72,101

)

 

 

27.33

 

Units forfeited

 

 

(10,590

)

 

 

25.92

 

 

 

(1,033

)

 

 

27.66

 

 

 

(4,035

)

 

 

27.24

 

Outstanding at End of Period

 

 

225,582

 

 

 

25.75

 

 

 

198,636

 

 

 

27.67

 

 

 

157,030

 

 

 

27.25

 

 

Expenses related to RSAs were $3.1 million, $2.9 million, and $2.4 million for the years ended December 31, 2024, 2023, and 2022, respectively. The remaining unrecognized compensation cost will be recognized over a weighted average period of less than three years. Restrictions on shares of RSAs outstanding lapse through 2027. The Company expects all RSAs to vest.

Performance-Based Restricted Stock Awards

During the years ended December 31, 2024, 2023, and 2022, there were 95,682, 87,700, and 66,369 PSUs as well as dividend equivalent rights granted under the Plan, respectively. The performance period of these grants runs from January 1, 2024 through December 31, 2026, January 1, 2023 through December 31, 2025, and from January 1, 2022 through December 31, 2024, respectively. Pursuant to the performance share award agreement, each participant is eligible to vest in and receive shares of the Company's common stock based on the initial target number of shares granted multiplied by a percentage range between 0% and 200%. The percentage range is based on the attainment of a total shareholder return of the Company compared to certain specified peer groups of companies during the performance period. The fair value of the performance shares were estimated on the date of grant using a Monte Carlo Simulation model.

During the years ended December 31, 2024, 2023, and 2022, PSUs were granted at a weighted average fair value of $32.48, $37.50, and $18.63 per unit, respectively. During the year ended December 31, 2024, 3,309 PSUs were forfeited. During the year ended December 31, 2024, 73,023 PSUs vested at 0%, resulting in the distribution of no shares. The Company expects all PSUs to vest.

The grant date fair values of PSUs were determined through Monte-Carlo simulations using the following assumptions: our common stock closing price at the grant date, the average closing price of our common stock price for the 20 trading days prior to the grant date and a range of performance-based vesting based on estimated total shareholder return over three years from the grant date. For the 2024 PSU grant, the Company used an implied volatility assumption of 21.9% (based on historical volatility), risk free rate of 4.09%, and a 0% dividend yield (the mathematical equivalent to reinvesting the dividends over the three-year performance period as is consistent with the terms of the PSUs). For the 2023 PSU grant, the Company used an implied volatility assumption of 51.2% (based on historical volatility), normalized risk free rate of 3.76%, and a 0% dividend yield (the mathematical equivalent to reinvesting the dividends over the three years performance period as is consistent with the terms of the PSUs). For the 2022 PSU grant, the Company used an implied volatility assumption of 49.5% (based on historical volatility), normalized risk free rate of 2.50%, and a 0% dividend yield (the

mathematical equivalent to reinvesting the dividends over the three years performance period as is consistent with the terms of the PSUs).

Expenses related to PSUs were $2.4 million, $1.5 million, and $1.0 million for the years ended December 31, 2024, 2023, and 2022, respectively.